Examples of Holdback Cash in a sentence
On the Indemnity Holdback Release Date, Parent shall pay to each Non-Accredited Company Stockholder the portion of the cash comprising the Indemnity Holdback Cash Merger Consideration allocable to such Non-Accredited Company Stockholder pursuant to the allocations provided by the Company as set forth in the Closing Statement, less the amount (if any) used to satisfy Losses allocable to such Non-Accredited Company Stockholder pursuant to and in accordance with S ection 9.03(g)(2).
The Indemnity Holdback Cash Merger Consideration shall be released on the Indemnity Holdback Release Date to the Non-Accredited Company Stockholders pursuant to the allocations set forth in the Closing Statement, subject to S ection 9.03(h)(2).
On the Holdback Release Date, Buyer shall promptly pay the Holdback Cash Consideration to Seller, subject to and contingent upon any reduction resulting from payments made or to be made pursuant to claims for indemnification made by a Buyer Indemnified Party prior to the Holdback Release Date in satisfaction of Seller’s indemnification obligations and pursuant to the terms and conditions set forth in Article 7 .
At the Effective Time, Parent shall reserve (A) Common Units to be issued, subject to the provisions of subsections (ii) through (iv) below, as Merger Consideration, (B) the Closing Date Cash Consideration less the Holdback Cash; and (C) cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.1(f).
At the Effective Time, Parent shall deposit the Holdback Cash in a separate, segregated account for the purpose of securing any Post-Closing Adjustment to Parent under Section 2.8(f)(i) or to satisfy any indemnification obligations of Company Indemnitors under Article IX.